The Spectacular Spider-Man
by Kyle Ben the Meme Killer
Summary: Peter Parker has a life tough enough. He's a freshman in high school with one good friend, that same best friend is dating his school crush, and...oh yeah. He's got the powers of a spider. When SHIELD needs help after HYDRA reveals itself, they come to none other than Peter Parker, a.k.a: Spider-Man. SUNDAY updates. (DOES NOT FOLLOW THE ALREADY-ESTABLISHED SPIDEY IN THE MCU)
1. With Great Power Comes Great Backstory

"And just through that door, you can see a very important press conference is taking place," the tour guide said. One could tell that she's much too excited to actually be interested. "If you're quiet enough, you can take a peek through the windows and see what's happening!"

Of course, being quiet had nothing to do with actually seeing the press conference, at least in young Peter Parker's case. He tried to shove his way towards the front, pushing at the bigger kids' arms and backs, trying to catch a glimpse of the famous Tony Stark.

Mr. Stryker's seventh grade photography class was unforgiving towards the small kid, and try as he might, he's unable to see anything that's going on. Sighing in defeat, he looked around the room, nearly smacking himself in the forehead as he realized the obvious alternative to looking through the windows—finding a TV. He pressed his face against the glass pane on the other side of the hall, glasses pushing into his cheeks as he tried to catch a focus on the television screen in the office next to him.

"The truth?" He heard Tony Stark say, seeming uncharacteristically fidgety and unsure of himself, "The truth is..."

Peter's breath fogged the glass as he waited for the end of the sentence. He didn't even take notice of the people in black suits that surrounded the area, watching over the entire scene.

Tony paused, taking a short breath, while Peter pressed closer to the glass, practically trying to squeeze through it in anticipation, waiting for the billionaire to continue.

"I am Iron Man."

Peter's eyes widened, but just before he could really express the surprise that had just donned on him, a big, meaty hand pulled him back.

"Look, guys, Parker's finally got a girlfriend!" Flash Thompson. The biggest, dumbest bully that was probably supposed to be in at least ninth grade by now, but wasn't. All the luck in the world, and none had fallen on poor Peter Parker. "How good of a kisser's that window, huh, Parker?" The big guy taunted, a smug and stupid smirk on his face.

Peter gulped, attempting to think of a witty comeback, but none coming to mind. Instead, he was left with his eyes flicking from Flash to each of his lackies, who promptly made overly dramatic kissing faces at him. "I, er...uh," he stuttered out, trying to think of anything to say, anything at all.

"You, er, uh—what?" Flash repeated, crossing his arms triumphantly as he looked down on the kid, "Afraid of slipping up in front of the whole class? You—"

"No, idiot, he's afraid his IQ will get lowered by talking to you and your stooges," a voice called out from behind Flash.

Peter peeked from beyond the large figure of Flash and his buddies, and had to adjust his glasses to make sure he was seeing this correctly. Someone had stood up for him? What had he done so right to get this?

He couldn't believe it. Standing firm, hands on hips, was _Mary Jane Watson_. Probably the only girl who would even dare stand up to Flash. And she had stood up for _him_. He grinned just a little, mainly out of surprise, and took the chance to slip out from behind the bullies, who were too dumbfounded to actually react to this change of events. Giving a last glance towards the fiery red head, he could've sworn she had given him a wink.

But he was probably just imagining things.

Shrugging his backpack from off his shoulder, he pulled out his old camera—a Canon EOS-3 he'd been given by his uncle—and took the chance to not-so-sneakily take a picture of Mary Jane, as well as the man who was finally visible, thanks to the departure of most of his class, Tony Stark—Iron Man. Stuffing the camera and photos back into his pack, he ran to catch up with the quickly departing class, a slight grin still stuck on his face.

"Peter Parker, what are we going to do with you?" A smug voice says from his side, not at all surprising the boy. "I swear, next time you get stood up for by a girl, I'll lose my position as your best friend!" He joked, elbowing Peter in the side.

"Watch out, Harry," Peter responded, certainly feeling better with his friend, Harry Osborn, nearby, "Think I might have a chance with her, and I know you've had your eye on her for years," he said with a teasing grin.

Harry rolled his eyes, "The day I lose a girl to you is the day the world explodes," he responded, laughing a bit, "So let's not be the cause for world destruction, alright?"

"I'll only promise if you swear you'll give the Hulk a chance," Peter said, quirking his brow a little as he brought up the hard bargain, "Come on, Harry, don't be influenced by your dad on this one," he pushed.

Harry shook his head with a slight grin, as if this was a topic that tired him—which it did, given how much they argued over this, "Peter, you know as well as any other how much damage that thing did—"

"—the Hulk—" Peter interjected.

"—whatever. I'll start supporting the Hulk the day he starts smashing for our side, not his own."

Peter huffed just a bit, knowing he wouldn't win this round—like all others. "Fine, fine, but don't complain to me when you have to start sticking up for the big guy, I know he'll fight for us," he said confidently, crossing his arms.

"Sure, sure, and you'll marry MJ, too," Harry said dryly, rolling his eyes again.

"You're always so confident in me," Peter said, returning the eye roll. "Where were you when I was being so terribly treated, anyways?" He asked, adding the dramatic wording just to bother him.

He chuckled, shaking his head, "Excuse me for being a little wrapped up in the whole 'My dad's biggest competition is also a superhero' thing."

"Oh, come on," Peter said, dismissing that with a wave of his hand, "You're not really worried about that, are you?"

Harry shrugged, "Hey, Stark Industries clashes big time with OSCORP. It's a good thing Dad's got some of the greatest minds at his place, Dr. Connors and Dr. Octavius sure get him far."

"I think you'll be fine, don't worry," Peter said, nudging him in the arm.

-.-.-

"Oh my God, that thing's gonna kill us!" A student on the bus shrieked, pointing out the window to the giant ship-like Chitauri creature that was barreling its way towards the eighth graders.

Peter scrambled to shove his homework back into his backpack, his glasses tumbling off the bridge of his nose as his head tipped downwards. "Crap," he muttered, searching around for them.

 _Craaaaack_.

Oh no.

Why now? Of all times, why now?

Peter found the broken frames of his once-lovely metal-rimmed glasses and huffed slightly, hearing the continuing rush of feet that had also trampled his glasses continue to exit the bus. "Crap, crap, crap," he muttered again and again, searching for some tangible thing in the blurry haze that was his line of sight.

"Last one?" A strong voice called from the doors, and Peter nearly dropped his books then and there. Was that...? It couldn't be!

"Peter's still in there, Captain!" Harry called from afar, the rising terror in his voice evident as Peter heard the large alien creature advance towards the bus.

A few seconds of footsteps and shuffling later, Peter found himself with an eyeful of red, white, and blue. "You alright there, son?" The blurry figure asked, and Peter nodded shakily, then looking down at his glasses again. "Right," the American hero said, "Don't worry, it's a straight line walking to the door. Ready?" Was he ready? Of course, it was just walking down that same path again. Just with Captain America. No biggie. Sure. Why not.

Seconds after he'd exited the bus, Peter heard a rather large _crash_ , and the bus was gone.

"That was close," Harry breathed, clasping Peter on the shoulder for a moment, "Oh, man, that sucks, glasses broke?" Peter nodded, "I'd lend you mine, if I had any."

Peter shrugged, "It's fine, really, I'll just be half-blind getting home," he joked, giving a half-hearted smile to his friend. The other half was still focusing on the star-spangled man who gave the class one more salute before running off to continue protecting the city from the aliens, still amazed. "I met Captain America," he said.

"Captain America _saved_ you," Harry corrected, "Big difference there, Parker," he said with a short chuckle. "Come on, you can crash at my house until all this is over. I'll call your aunt and uncle, alright?" He said. Peter responds with a short nod. "This'll be fun: Flatscreen coverage of the end of the world. And we'll have popcorn!"

Peter couldn't help but chuckle a bit as he let his friend lead him to his house—if you could call the giant building that. For the next day, Peter spent his time reassuring his aunt and promising his uncle again and again that Harry was trustworthy enough (eight years of friendship and still no trust? That's Uncle Ben for you) to host him for more than twelve hours. Besides eating himself sick on Twizzlers and caramel corn, it wasn't that bad a day. Even with the old backup glasses Aunt May had insisted he give to Harry for "that day that will come." Who knew it would actually come?

-.-.-

 _Rrrring!_ The bell sang, signifying the end of the day. Kids bustled in the hallways, not exactly looking where they went as they pushed their way towards the lockers. Shoulders bumped, books shuffled, and doors slammed as the chatter of students drowned out any small talk that could be attempted. But still, Peter was determined to try.

"Mary Jane?" He said as he approached the group of laughing girls, one redhead in particular standing out. All eyes turned on him—why did girls always travel in packs?—and he suddenly felt much less of himself.

A collective giggle and cacophony of elbow nudgings later, he was finally left alone with the girl in question. "Hey, Peter," the girl said, seeming slightly amused and slightly curious.

"Hey," Peter greeted with a sheepish chuckle. "So, uh, the Winter Ball is this Friday, and, uh, I was wondering if—"

The girl laughed just a bit, "Um, Peter, you do know the Winter Ball is a girls-ask dance, right?" She checked, her smile both bright and embarrassed at the same time.

"Well, yeah, but I was just wondering if you'd asked anyone yet, and, uh," Peter grinned sheepishly, rubbing the back of his neck, "You know, I was just curious, and—"

"Sorry, Peter," she said, giving him an apologetic look, "I've, uh, already asked someone, and, well, he said he'd go," Peter's face fell just slightly, "I really am sorry," she said again.

He shook his head slightly, "No, no, it's cool. Really, seriously, that's fine. You have fun, really," he rambled on, trying to hide the disappointment and embarrassment. "It's fine, it's... it's fine."

"Well, alright, Peter," Mary Jane said with still a look of apology. She turned back towards her locker, which was swarmed by her awaiting friends, but before taking a step, glanced back at Peter, "By the way," she said, "You know you can just call me MJ."

"O-okay," Peter said with a nod, glancing back towards his own locker, "Okay...MJ."

"Peter!" A familiar voice called over the ruckus, "Peter," Harry said, catching up to his friend as Peter headed towards his locker, looking a little down.

"Hey, Harry," Peter greeted half-heartedly, shoving his books in the now-opened locker.

"Guess who's got a hot date to the Winter Ball?" He grinned, elbowing Peter.

"Oh, I'm not sure, Flash Thompson?" Peter said sarcastically, slamming the locker shut with little gusto.

"Idiot," Harry chuckled, shaking his head, "No, he's probably going with half the cheer squad at his rate," he said dismissively, a look of distaste coming up with the name. "Me and MJ, we're going," he said with a slight eyebrow wiggle.

Peter couldn't hide the bit of disappointment he gained at this bit of information, "Oh, that's...that's, well," he sighed slightly, "That's awesome, man, you guys'll have fun," he said, clapping his friend on the shoulder.

"Hey, yeah," Harry said, a look of slight suspicion on his face. "Everything okay, man?"

"Huh? Of course," Peter said, feigning a look of disbelief at the question, "Why wouldn't it be?"

Harry gave a lingering glance at his friend for a moment longer, "Yeah, okay," he said hesitantly, "Well, hey, I gotta go, but seriously, you alright?"

Peter shrugged, "Seriously, I'm good, I'm good," he said, trying to get off the subject.

Harry nodded a little, heading over towards the other side of the hallway, on the way there putting his arm around a certain redhead, unknowingly making it worse.

-.-.-

 _Here at OSCORP, the past is history, the present is past, the future is today! We make it our priority to reach beyond the boundaries of modern science, get ahead of our competitors, and leave that competition in the dust. OSCORP, building a better tomorrow for the people of today._

Peter secretly rolled his eyes at the automated voice loop that echoed through the large halls of the testing facility, running a hand through his hair as he tried to pay attention to the tour guide. She was saying something about a new synthesized, completely free-thinking parasite that was infused with the DNA of a black widow spider, that could be used as a government defense system, and even accelerated cellular growth. It was interesting, but the freshman doubted it could be anywhere even near testing, given everything that could go wrong.

"And here, we have the very first genetically altered human spider," she said, adjusting her half-moon-shaped glasses on the bridge of her nose, "With the DNA of _Homo sapiens_ infused into the powerhouse body of a spider, the things that can be done with it are amazing," she said, obviously enthralled with her work.

Peter was interested as well, and got closer to the display, frowning at something he noticed.

"Spiders have the amazing ability to self-heal, the agility to leap much farther than its height, and sense the slightest of movements with just a nudge against sensory hairs. Here at OSCORP, we are simply working towards the self-healing, but this prototype would sure be fun to test out, wouldn't it?" The tour guide said, chuckling just a bit on the end.

Peter was about to say something to her when someone made the point before him. "Miss Moon?" One of the other students called out.

The young woman looked up at the voice, "Yes, do you have a question?" She asked patiently.

"Well, isn't there supposed to be a spider in there?"

"Of course there is, there's one right there, like it should—" the tour guide froze, eyes widened in surprise and slight fear, "Oh." She cleared her throat, adjusting her glasses and giving a fairly fake assuring smile. "Don't worry, I'm sure they're just giving him another dose of the radiation. This does happen from time to time," she said hurriedly, proving exactly the opposite point.

Peter pulled out a camera, taking the chance to snap a few pictures of the research facility, when something bit his hand, making him let go of the camera. Luckily, it had been looped around his neck. Wincing, he looked at his hand, which now sported a growing red, swollen spot, and a spider just next to it. He tried to shake the spider off, the activity taking a few seconds to even work; and with a sigh, Peter watched the little projectile fly off in another direction, landing back near its case.

"Let's take a look at some of the other innovations we have here at OSCORP, shall we?" The tour guide pressed, herding the class towards some displays of new bio-armor, Peter jogging to catch up to them, still glancing at the bite every few seconds.

 **-.-.-**

 **This chapter is a whole lot of set up, but I swear it'll get better. Well, obviously :P**

 **Reviews are super helpful, and they can often give good ideas! But please, no flames!**

 **I'd love to see what you guys have in terms of ideas for how this goes along, I have an outline for the beginning and middle of the fanfiction, but more ideas would be greatly appreciated :)**

 **Did you find any references to characters or other movies in here? Let me know, I wanna see how much you recognize!**

 **-CC**


	2. Hail What Now?

It was a windy night, colder than to be expected in April, but it wasn't bothering the young webslinger. At least, not too much. The homemade costume wasn't exactly the most, well, professional. But how much time is a high school kid going to get during the school year to make a full-on suit? Exactly.

He would get weird enough looks as it was, going into stores and buying spandex, so right now, all that would distinguish the super spider from a strange criminal would be the odd mixture of red and blue colors, along with mirrored goggles and...no shoes. Well, how else is he going to climb walls as he so easily does?

It had been hard enough to make the web shooters.

Shooting another string at the nearest support beam of a building, an unexplainable sense in his head told him something was up nearby. Following his "Spidey Sense," he found a landing spot low enough to listen, but high enough to stay hidden, near the two figures he soon spotted.

"—they're bound to find out, that Rogers guy—" a whispering voice said, and the webslinger doubted this was the beginning of the conversation. Rogers? Why was that name so familiar?

"—is just one person. Don't get your tail in a twist. We've got this," another whisper interrupted, this one lower. Tail? What kind of people were these? The teenaged hero squatted lower, trying to get a better listen in on them.

"Funny, I wonder how you came up with tail," the first voice said in a sarcastic whisper, "and what about Romanoff? You know she's good, you're compared to her anyways," it said—she said, as the teen had surmised. Romanoff...that one wasn't quite as familiar to him; it sounded Russian, possibly.

"Just wait. Soon enough, everything about her will be out in the open. Trust me," the second whisper said, causing the webslinger to frown. Who would have so many secrets that it would be imperative to let her secrets out in the open?

"But Grant—"

The voice was immediately hushed by what he assumed was the second figure, "SHIELD has eyes and ears everywhere, don't be ignorant," he said in a near-hiss, and in the dim light, the teen could just make out the taller figure glancing from side to side, "We've been here too long," he said, "I can't block the tracker for too long, they'll get suspicious."

"Mm, who could get suspicious of such a smooth-talker like you?" The more womanly voice said in a near purr, but the teen had just enough time to look a little disgusted before the taller figure gestured for her to come with him.

The teenaged hero was left frowning and confused, trying to figure out what exactly he'd just happened upon. It must've been _something_ important, possibly even bad. Wasn't SHIELD the agency that he kept seeing everywhere any kind of super seemed to show up?

Now that he thought about it, he could've sworn he saw some of those guys at that field trip in seventh grade, the one when he witnessed Tony Stark admitting to being Iron Man.

Iron Man...SHIELD...Rogers...oh.

Oh, that wasn't good.

That wasn't good at all.

-.-.-

"Earth to Parker..." Harry said, knocking lightly on Peter's head, "Yo...anyone in there? Yoo-hoo..." He whistled, waving a hand in front of the teenager's face. "Hey, we're still working on our Geography project, yeah?" He said, cocking an eyebrow.

Peter shook his head with a jolt, "Sorry," he murmured, mind still on last night's overheard conversation. "Just...thinking."

Harry laughed, "Well, then would you mind thinking more about Peru?" He said jokingly, "This thing is due next week. We still gonna try and make something food-wise for this?" He asked, "I mean, an A+ would be nice at the end of the year. Y'know."

"Yeah, yeah, of course," Peter half-mumbled, "Uh, food-wise? What, like actually _cook_ something? Don't even make me think about that," he said, giving a half-hearted laugh.

Harry paused a beat, obviously taking notice of his friend's less-than-usual laughter, before speaking again, "Well, hey, anything to keep you paying attention to the project," he said, chuckling a bit on the tail-end of the sentence.

Peter nodded with a slight grin, "Yeah."

There were a few long seconds of silence, only broken by the turning of pages of the school books and clicking of computer keys.

"You think MJ really likes me?" Harry asked finally, although it wasn't exactly Peter's most favored way to break the silence.

He squirmed a little, shifting as he scribbled down a few more facts on the South American country, "Uh, I dunno, man. You know I suck when it comes to relationships and...stuff..." He said somewhat awkwardly.

"But, I mean, you used to like her, right?" Harry asked, "You would know if she, y'know," he shrugged.

Peter chuckled sheepishly, "Yeah, used to," he said through his teeth. _Used_ to? _Still_ do. But maybe this wasn't the time, with Harry and MJ seeming to be hitting it off. "I mean, she said yes to the movie, right?"

"Yeah, so what?"

"Just go with it. You know, whatever. See what happens," Peter tried in a quick manner. "Found anything interesting on Machu Pichu?" He asked, changing the subject quickly and hopefully.

"Huh? Oh, yeah," Harry said, looking back to the computer screen, "Yeah, except we can't use Wikipedia, can we?" He said, rolling his eyes, "Why even bother with the Internet if we can't use Wikipedia?"

"Hey, remember when you edited the page on America to say it was discovered in 1992?"

"Yeah, what about it?"

"Well?"

"...right," Harry said, rubbing the back of his neck with a rare sheepish grin, "Guess you're right."

Peter nodded, looking back down at his textbook.

"You gotta admit that was funny though, right?"

-.-.-

"Ma'am, SHIELD has been compromised," a very worried (only internally) Agent Drew said to her advisor, an already flooded with information Agent Hill.

"I know," the higher-up said curtly, just exiting from a conversation with Agent Coulson, "Get everyone out of here, you know what to do," she said, glancing towards the dark-haired woman with a quick nod.

Agent Drew nodded, "Of course, ma'am," she said, before giving a sideways glance to the agent at the other end of the room, motioning for her to follow her.

"But how?" Agent Hardy asked simply as they walked, "I thought HYDRA was long gone."

"They've been growing, leeching off of SHIELD this entire time," Drew said quickly through gritted teeth, "You want the rest? Ask them yourself," she added.

Now, Agents Drew and Hardy were hardly accomplices, let alone friends. Their pasts were rather...rough, when it came to dealing with each other. It was always a continuing competition between the two: Who could get the highest stealth mission, who would be classed higher in terms of rank level, etcetera, etcetera. Needless to say, they could be a bit more than snappy and dry with each other.

"Don't encourage me," Hardy said with a smirk, putting her hands on her hips as the two walked, "You remember that little fiasco with the remains of that Chitauri ship, don't you? I think we both know who took out the last brat trying to get a few souvenirs," she said simply, her tone smooth.

Drew clenched her fists behind her back, neatly folding them so to make it seem normal, and allowed a slight smirk of annoyance towards the other woman, "Yes, but then we would both remember who got the promotion, wouldn't we?" She said simply, allowing not enough time for a response as they arrived at communications. "Send out a message on all comms," she said to the young woman in half-moon glasses, "Evac on all floors, consolidate all data, leave nothing of importance behind."

"Clearance level seven knows what to do," Hardy added, tapping the young agent on the shoulder, giving a sideways glance to Drew before heading out another door, giving a sarcastic wave to the agents on her way out.

Drew grit her teeth beneath closed lips, giving an irritable half-smile to the young agent, "That we do," she said simply, heading through the other door.

-.-.-

"With the attacks on the cities by the ships of an agency known as HYDRA, which seems to have come from the secret SHIELD agency, more questions are rising. Multi-million dollar corporation OSCORP has kept information under wraps about the recent fiasco, new information as we receive it. And next—" Peter turned off the TV, eyes wide. He'd known something about this. _He'd heard_. But it didn't add up—why would those people be trying to hide from SHIELD if they were just going to blow up some stuff so soon after?

And why did he get a feeling there was more to the story than the public was letting on?

 _Ding!_ A text from Harry. Given the recent news, the teen was rapid to pick up the phone. _You heard the news, I'm guessing?_ Was the text on the screen.

 _Yeah, I'm sorry, man. Everything alright?_

 _Idk dad isn't saying anything_

 _Well...you need to come over?_

 _Sure, Aunt May alright with it?_

 _She won't mind. You're like the son she never had :P_

 _Yeah. I'll be there in ten._

 _K, cya._

Peter exhaled slowly as he threw the phone back down on the couch, leaning back as he tried to think all this over. He wasn't sure he wanted to, if he had to admit, and would really rather just pretend it didn't happen. But it did, and it was affecting his best friend. He couldn't just stand by and wait for things to tide over, now could he? Of course not.

So instead of worrying, he tried to focus on his friend, who had just come through the door. "Hey man, come on in," he greeted with a small, kind smile, pulling his phone off the couch and leaning back a bit more.

"Thanks," Harry said, a little less than his usual self as he sat in a nearby chair, hunching over and placing his elbows on his knees. "Yeah, Dad's a bit...y'know...given the circumstances, thanks for inviting me over," he said with a faint half-smile.

"No problem, gotta look out for my friends, don't I?" Peter said in response, shrugging a little. "So, I'm guessing he hasn't actually told you anything about this stuff?" He asked, raising a brow.

The Osborn boy shook his head, "No, lots of people have been stopping by, though, real quickly. He's been more touchy than I assumed, hugging them or something. I think he whispered something in their ear, but I dunno. Maybe I'm just messed up because of all this," he said with a shrug.

Peter nodded, frowning a bit at the hugging part—Mr. Osborn rarely even touched his son, let alone other people. Something was up, he just wasn't quite sure of what, as of now. "Well, do we sit around and talk about the news, or do we go barricade ourselves in the basement with about twelve hours' worth of Netflix and junk food?" He tried with a slight smile, gaining one in return.

"I'll get the popcorn."

-.-.-

"Peter Parker?" Skye asked with a slight raise of her brow, "Haven't heard of him. He some new agent?"

"Not yet, Skye," Coulson said, shaking his head, "No, we've been keeping tabs on him for a while. Tell me, does Spider-Man sound familiar to you?"

Skye shrugged a bit, "I mean, I'd heard of the guy, he's that little scrawny hero who swings around the city, right?" She said, folding her arms out of habit as she spoke.

The older agent smiled just a little, "That's him. Young Peter Parker is a very special kid, we put him on the index after a mishap at OSCORP not too long ago, one of our agents was undercover there."

"Wait, what about HYDRA? Weren't you saying there was a big hideout for them back at OSCORP? Is that agent still ours?" Skye asked with a raised brow, not wanting another Ward incident.

Coulson shook his head, "She got out. It was her 'day off,' luckily enough, the day HYDRA broke out. She was with Agent Hill that day," he explained, "She's still ours," he added with an assuring smile.

"So, what are you gonna do with this kid? He doesn't look much older than fifteen," Skye asked a bit skeptically, "You putting him in the Academy or something?"

"The Academy isn't exactly in running order as of now," Coulson reminded the young agent—or at least, agent-for-maybe-a-day, "I've got something else planned for him," he said with a knowing smile, leaving Skye to try and figure him out like often had to.

 **-.-.-**

 **Remember to review! Now we're getting into the plot. Stay tuned, lovelies!**

 **-CC**


	3. So I Ride In Helicopters and Planes Now

**Chapter Three**

"We're on his tail, sir! Spider-Man is dead ahead," the young cop called into his walkie talkie, leaning his head out of the passenger side's window while watching the small figure swing on a thin, web-like substance from building to building.

"Keep him in your sight, you here me?" The police chief barked from where he was with the criminals, who they found tied up in the fluid. "I want him detained tonight, and I'm not accepting empty hands," he added.

"Yes, sir," the first responded, nodding his head—he wasn't in sight, but the sheer voice of the chief made him stiff and wary—as he gave a look and nod to the driver. He knew what he was implying.

Meanwhile, the web-slinger himself was up ahead, checking over his shoulder every few moments, sighing sharply as he squinted into the wind. He'd broken his goggles a week ago, and without a job, he was broke. Very broke. Broke enough to be unable to replace key parts of his super suit—well, he couldn't really call it a super suit. More of a modified...you get the idea.

Each string behind him hung limp, his movements muscle memory by now—too bad fate decided he should run out of web fluid right when he had finally gotten used to swinging around like New York's Tarzan. "Crap," he muttered, tiny remains of web fluid squirting from his shooters. Shimmying awkwardly up the last strand Peter shot, he crawled up onto the rails of a fire-escape stairway outside of an apartment building.

The spider barely had enough time to take a tense breath before powerful lights glared into his eyes. He stuck his hands up to shield the light immediately, squinting as he pulled up the cloth tied around the bottom half of his face. He stood up slowly, toes curling on the edge of the bannister as he balanced himself carefully.

"That's right, hands up!" The young cop called, gun in position as he trained it on the small figure. He was indeed hesitant, noticing how childlike the figure looked, but steadied himself and dropped any hint of emotion as he shouted again, "We've got you surrounded!"

"Actually," Spidey said, glancing around, "I'm _not_ surrounded. You're just over there, I don't see guys on the stairs _behind_ me," he responded, a small and half-faked grin on his face. He didn't really think it would show, but he thought a little acting might help him look...not so freaked out.

In all reality, he was very freaked out. Extremely freaked out.

"Good job, men," the chief said as he arrived at the scene, placing his hands on his hips as he looked up at the costumed teenager. "So, the famous Spider-Man. J. Jonah Jameson has told us so much about you," he said, now folding his arms as he kept his gaze on him. "Any more quips before we get you down from there?"

The teen in question opened his mouth and took in a breath, about to say just that kind of quip, when the blades of a chopper interrupted any conversation they had planned on having. "Sorry, Captain Stacy," a different voice called from the helicopter, shoving a rope ladder down towards the boy, "but this one's ours."

Spidey looked up quickly, raising a brow at his possible saviors, but decided he really had no better choice. He'd rather not be imprisoned at fifteen. So with a quick leap, he matched half the height of the ladder, holding on tight as he nodded to whomever was controlling from above.

"Oh, get in, don't be dramatic about it," another voice, female, called from above, "come on, they've got guns, anyways," she added, motioning for him to climb the rest of the way up.

He did just that, and after one more leap, he leaned against the inside wall of the helicopter, breathing deeply as he tilted his head back. "Thanks," he said, words slightly muffled through his mask, "I owe you guys one."

"No problem, Spider-Man," the female voice said, stepping closer to get a better look at him. "You look younger than you are, y'know," she commented, tilting her head slightly. "Hang on, didn't you have goggles?"

He narrowed his eyes slightly, brows pulling into a confused frown, "Uh, I broke 'em. Crime's rough around here, you know," he said with a shrug, his expression not changing one bit.

"Skye, manners," the first voice said from the co-pilot's chair, "He's probably just as confused, if not more, than you were when we first picked you up," he said, his tone stern but amused at the same time.

"Right, sorry AC," she said over her shoulder, giving a half-smile back to the teen, "Sorry, kid, bit of a fan. Well, I've snuck a few glances to the Index, and I saw the name. Well, I saw the code-name," she added, "Spider-Man? Really? Nothing else you could come up with?"

The teen shrugged, "I was fourteen," he said simply.

"Right," Skye said—he was gonna go with the name, she had responded to it earlier, anyways—as she leaned against the opposite wall of the copter, "By the way, you can take off the mask if you want. We know who you are, so the cocky teenager act is kind of pointless," she said, raising her brow a bit.

"Skye," the other man reprimanded, getting up and out of the chair, and heading towards the two. "Sorry about that, Peter," he said, earning a look of surprise from the kid in question, "It's a lot to take in, I know. But you can be honest with us, we aren't going to arrest you," he promised, sounding quite sincere to the teen's ears.

Peter pulled down his mask slowly, inhaling before sighing softly, "Who are you people, anyways?" He asked, loosening his hood and pulling it down, running a hand through his hair. "I mean, you've got to be the good guys, unless some HYDRA agents are looking for a scrawny teenage boy in a spider suit," he said.

"We're the good guys, don't worry," Skye said, "I'm guessing by now you've heard of SHIELD, we're kinda sorta everywhere," she explained, Peter responding with a nod. "Great, but just to say again, we're the good guys. Not HYDRA. They're the bad ones," she said, basically drilling it in at this point.

"I'm Coulson," the man said with a kind smile, "We've been keeping tabs on you for a while, so I thought now was as good a time as ever to bring you in," he said, extending a hand to the teen, who in turn shook it firmly. "We're heading towards one of our hideouts, we've been working a cloaking device. Engineering hasn't got that quite figured out yet," he said, his eyes falling for a moment, "But we've got a few places left that HYDRA hasn't infiltrated. You'll be briefed once you're there," he said.

It was a lot to take in, that much Peter decided on his own, but he had a feeling this was better than scraping the last few bits of his allowance for spare lenses and web fluid components. "I get to go back home, right?" He asked, raising his brow and standing up tall (which wasn't that tall, in all honesty).

"Don't worry, you'll be back home as soon as we can get you there," Coulson said with an affirmative nod. "May, how close are we?" He asked over his shoulder, folding his hands in front of himself as he spoke.

"Hour at most, closer to forty-five minutes," another voice responded, sounding womanly but reserved, "We'll get there."

Coulson nodded, turning back towards the two, "Then perhaps we've got enough time to brief you on the way there," he decided with a small smile.

-.-.-

Okay, it was a hell of a lot more then _a lot_ to take in. But still, Peter had to admit that it was pretty cool. Besides the part where he remembered his best friend's dad is kind of-sort of one of the big guys of HYDRA. He wasn't exactly excited about that part, but Coulson had promised him they would try their best to keep Harry out of it.

Good, because he couldn't lose his best friend in all of this. Harry kept him tethered down; kept him from diving off into the deep end when he was stressed over juggling his two lives: School and crime fighting. He needed Harry, just as much now then before.

But now, Peter was in a freaking plane full of more tech then he'd ever seen before, and more people that understood him then he could find in his entire high school. He's also flying over the Atlantic Ocean, heading towards an overseas base—no big deal.

"The, uh, web-shooters," a Scottish voice said from behind him. Peter turned around to see the guy he'd heard about behind him wringing his hands a bit, and tilting his head at an angle to show that he wasn't very confident in anything he said or did. "How did you, you know, how did they..." He moved his hands again, fiddling with the top of his sweater as he tried to piece together the sentence, for which Peter waited patiently. "It's like spiderweb, but it's...its capable of with-withstanding the pressure of a lot of weight." He finished at last, pursing his lips as if not fully pleased with how he'd managed to explain the devices.

Peter nodded, giving Fitz a kind smile, "Yeah, I developed the compounds myself. It's, well, it's hard to explain without some paper and a pencil. Mind if I write it out for you?" He offered, raising an eyebrow.

The young engineer shrugged before looking over his right shoulder as if he'd heard a voice, and then he mumbled something inaudible before turning back to look at Peter. "Um, sure. I've got the stuff just this way, actually-" He broke off, glancing over Peter's shoulder this time instead. "Actually, I...I think someone else needs to talk to you. Maybe we could—maybe later..," He said, gesturing lightly at the figure entering the lab

"Oh, yeah, of course," Peter said, glancing the same way and taking note of a familiar young woman, "Yeah, I'll be sure to write it all out. It would be my pleasure," he said, turning back towards him with a nod.

"Yeah, yeah, I—I look forward to it," he said with a quick nod, heading for the other door.

"Hey, uh, Fitz?" Peter added, getting a look over the shoulder from the quiet engineer, "Good luck on that cloaking device, man," he added with another kind smile, watching Fitz walk away.

"I think he'll appreciate it, Peter," the young woman said, cutting the distance between herself and the kid in question, "He's asked me about the makeup of the webbing before, but I couldn't explain anything," she admitted with a chuckle.

Peter frowned lightly, looking at the woman with a gaze of curiosity, "Yeah...I've seen you before, haven't I?" He asked, tilting his head slightly, "I swear, you look too familiar to just look like someone I know," he added.

She chuckled a bit, "You would recognize me, yes, remember your field trip to OSCORP? When you were bit?" She asked, raising her brow, "And your subsequent visits to OSCORP with Harry?"

He rose his brow, not saying anything quite yet. He wanted to hear her out.

"You're waiting, aren't you?" She guessed correctly, raising her brow with a light smirk, "I'm Agent Cindy Moon, I work a lot in undercover. Worked for your friend's father for a while, gathering intel. We've had...suspicions for a while now about OSCORP. They were confirmed just last week when HYDRA revealed itself," she said formally, although he could tell in her eyes that she wasn't always like this, she was just on the job.

Peter nodded, "So SHIELD's got eyes and ears everywhere, especially on me, huh?" He said, earning a nod from Agent Moon, "Little creepy, but it's no worse than the IRS, or whatever people are complaining about now," he said with a shrug. "Any other friend's dad's coworkers I should know about that are SHIELD agents?" He asked drily.

"You should be good for now," the young agent replied with a bit of an amused smile, heading for the door again. "We should be there soon!" she called over her shoulder, "I suggest you pull on some normal clothes, given your current attire."

 **-.-.-**

 **Thought I would mention at this point (and this won't be the last) that I've had a great deal of help from my beta-er, fictionhashijackedmymind! You rock, girl :)**


	4. And Along Came Some Spiders

**Chapter Four**

Now in a normal red button up and some plain jeans, young Peter Parker was lounging in the Bus messing with his web dispensers, having jammed one just hours ago with his attempt to get a string out with nothing left. He was getting close, but was still stuck. He knew he'd get it eventually, maybe it was just nerves from being on a super secret plane on the way to a super secret base overseas, realizing his life was about to get a whole lot more super secret.

"Peter," the now-familiar voice of Coulson said, calling his attention up from the gadget. "We're about to land, you may leave your things here," he said with a nod.

The boy in mention stood up, placing the device and tool in the pack he would always carry with him when Spider-Man—it was lightweight enough, usually empty besides a change of clothes for on-the-go changes. "Where are we, anyways?"

"Classified information, I'm sure you'll find out soon enough, given your intellect," he responded with a knowing smile.

Shrugging the bag onto his shoulder, Peter followed the SHIELD agent out onto the landing deck outside the Bus. A few agents—or so he guessed, given their attire—were there to meet them. As Peter studied the scenery, it seemed they were already inside, possibly underground because of the special area and lack of windows. Or maybe it was just for stealth.

"Director Coulson," the first agent greeted, this one with a tight brown bun and a look of importance to her, although she also seemed like the type to be able to joke around if called for. "I see you've brought Mr. Parker," she said, nodding towards him.

"Agent Hill," Coulson greeted in return, "he was quite willing to come, given his situation at our time of arrival," he said, giving a knowing glance Peter's way, "He was briefed on the ride to the Bus," he added, clasping his hands behind his back.

Agent Hill nodded, "Good," she said, nodding towards the two agents that stood at the ready by her side. The two in mention walk somewhat stiffly towards Peter, each seeming not to enjoy the other's company. "Mr. Parker, these are agents Jessica Drew and Felicia Hardy. I believe you have already met Agent Moon," she introduced, glancing towards the dark-haired agent who had exited with Peter and Coulson, "They will all accompany you around the facility, we've got a few things to explain," she said.

Agent Felicia Hardy was a tall young woman with silvery hair—obviously dyed, given how she looked otherwise—while Agent Jessica Drew was certainly closer in age to Peter, with dark shoulder-length hair and a kinder expression on her face than Felicia's. Both of them seemed quite professional as of now, but he hoped not everyone was like this off the job. The three agents, including Moon, all seemed to have acrobatic builds, and he wondered if he'd have some competition around here. He wouldn't mind it; it could be fun.

"We've contacted your Aunt May, she believes you're over at your friend Harry Osborn's house," Agent Hill continued, seeming a bit stiffer at the mention of Osborn. "We assumed it would be the most plausible excuse, given how much time you spend with the boy. You'll only be here a few more hours, then you'll be able to return home," she added.

"Great," Peter said, "You've really thought everything out," he added with a small shrug, looking towards the three agents. "So, what exactly is it I need to find out, that she said you would show me?" He asked curiously, glancing from one agent to another, and again to another.

"Right," Agent Drew said, nodding curtly, "If you'll follow me, I'll—"

"If you excuse me, Agent Drew, I would believe Agent Moon here would be most qualified to explain," Agent Hardy said, her tone a bit...cold, if he had to explain it, towards the other young woman. "Of course, given her experience," she added, gesturing towards her.

"O-oh, of course," Agent Moon said, flustered just slightly by the sudden suggestion of her leading. "I—just this way," she motioned, leading the group towards a corridor that seemed to be lined with labs.

As they walked, Peter couldn't help but notice the animosity between Hardy and Drew. He took note of the sideways glances they gave to each other, the obvious distance between them as they walked, and the silence that followed—anyone in their right mind could tell something was up between them.

"This is SHIELD's last genetics-based lab," Moon explained, entering the largest lab, "the rest turned out to be Hydra, or soon after were infiltrated and made to be Hydra."

Peter looked around with surprise, smiling just a bit at the scientific wonders that graced the lab. "Wow, you guys could go against Oscorp," he breathed, only then realizing his mistake.

The agents were silent, but he knew what they were thinking. "Of course, you've probably done much better testing, and—"

"No, it's fine, don't worry," Drew said, shaking her head, "They are a highly advanced corporation, it's just disappointing their chosen side is Hydra," she said, pursing her lips slightly. "Go on, Moon."

The mentioned agent nodded, gesturing towards a glass box, in which was...a spider. Small world. "This is a prototype spider injected with a similar serum to that found at Oscorp," she explained, "In my few years there, I gathered fragments of the chemical compounds and genetic qualities placed in spiders like this, and I believe we are closer than ever to recreating the serum that you and I have running through our systems," she said, looking at Peter.

"You _and_ I?" Peter repeated, raising a brow.

"Right," she said, "I didn't explain that part," she added, chuckling sheepishly. "The day you were bit by the spider, it bit my ankle," she explained, lifting up her pant leg just slightly, showing a small, blueish circle-shaped scar on her ankle. "I got similar powers to yourself," she added, turning towards a clipboard, sticking her hand out at it, small strands of a weblike fluid coming from her fingertips, bringing the clipboard towards her, "Perhaps just a little different," she said with a more confident smile, though still a small one at that.

Peter breathed a chuckle, "Guess I'm not as original as I thought then," he commented dryly, impressed by the fluid's retention. "I'll admit, I hadn't expected that," he added, shrugging his shoulders.

"No one does," Hardy said with a light smirk. "You wouldn't believe some of the responses to her...special talent," she said, placing hands comfortably at her hips as she spoke.

"But the serum," Moon continued, trying to avoid more conversation about her abilities, "Is usually faulty. They've since discontinued their research with spiders, continuing on to lizards, as well as some advanced healing properties, without the spiders," she said, "We believed for a long time they had more sinister plans for years, but it's just been proven, as you can see," she said. "We plan to stop them before it gets any further."

Peter nodded, still feeling a bit uncomfortable about going against his best friend's dad, but he knew it had to be done. He nodded, "And I'm going to help, aren't I?"

"Given your close relationship with the son of the head of the company, it is much easier for you to gain the trust of the head, and allow our agents to infiltrate," Hardy said simply, an air of superiority to her voice. "It'll be in and out," she added with a small smirk.

"Right," Peter said hesitantly, "Yeah, I can do that," he said, trying just as much to convince himself that he could indeed do that. "So you don't need me for my powers?"

"We shouldn't have to use them, no," Drew said, shaking her head and folding her arms, "But if it comes to it, we'll have your help for sure," she said.

"Sign me up, then," Peter said with a sigh, knowing it was for the better. Maybe it would even help Harry, getting the bad out of his dad's company.

-.-.-

"So how's it going at home with your dad?" Peter asked casually, glancing towards his friend, who was stuffing his face with school spaghetti at the moment.

Harry arched a brow at his friend, swallowing the bite, "What? It's fine," he said dismissively, "don't worry about it," he added, shaking his head with a dismissive wave of the hand.

"Uh huh," Peter said, pausing briefly to examine his friend more closely. "Sure, man, you're totally okay."

Harry shrugged, "I'm fine, seriously," he said, getting a bit defensive. "Don't worry about it."

Peter nodded slowly, pausing a moment before deciding to let it go for now. "Hey, uh, next week, could we hang out at Oscorp?" That gained him another incredulous look from his friend, "You know me, the science geek, I was wondering if maybe your dad could introduce me to Dr. Octavius, maybe Dr. Connors?" He asked, shifting in his seat slightly with a (hopefully) believable smile. He wasn't exactly the best at trying to convince people to do something for him, but he had to get into Oscorp—he was basically the distraction on the SHIELD team, he couldn't let them down.

Harry shrugged, "Sure, why not, I'll see what I can do. Dad's real busy right now, with...business..." He said, trailing off. "But yeah, I'll see what I can do," he said, nodding as he stuffed another bite into his mouth.

"Cool," Peter said, relieved that conversation was over. He would contact Agent Hill later, he couldn't risk his phone out at school—Aunt May would kill him. She'd already been mad enough about his unmentioned "visit to Harry's" just a few nights ago.

It was a good thing she didn't actually know where he went.

"Hey, you seen Divergent yet?" Harry asked.

"What? Uh, no, not yet," Peter said, surprised by the subject change, "I'm planning on it."

"MJ and I saw it last week. Come on, man, it's been out like three weeks or something, you gotta stay up to date," Harry said, nudging him in the shoulder.

Ah, MJ and him saw it. Of course. The two had been getting closer the past few months, and it was a bit like salting an open wound. Not like he and MJ had ever been close, but it just...rubbed him the wrong way. School-kid crushes always felt like that, it seemed.

"Hey, there's that new girl in your biology class, what's her name?" Harry asked, nudging Peter's arm again, "Y'know, the blonde you were telling me about?" He added with a cheeky grin.

Peter shrugged, hiding a small grin, "Hey, she's just some girl in my biology class."

"She's smart. You need a nerd."

"I don't even know her name."

"Then find out, idiot!" Harry exclaimed, knocking him on the head.

"Gwen, come on! Sit by us!" A few girls at the table next to theirs called out, motioning to a blonde girl who had been late to class.

That was her.

"Dude," Harry said with a grin, "You can't be serious, is that her?" He asked, following Peter's glazed gaze. "Oh, man, you're screwed, she's not just a nerd, she's a good-looking one," he said with a chuckle.

Peter laughed sheepishly, "Hey, if a guy like you can get MJ, a guy like me can get her."

"Sure, man, sure," Harry said, rolling his eyes. "Good luck to you, you've got to be either the bravest man in the world, or the stupidest," he said, shaking his head a little.

 **-.-.-**

 **Well, poor Pete's in a predicament. Poor guy.**


	5. What's Up, Doc?

**Chapter Five - What's Up, Doc?**

"So you're sure he said you could meet today?" Drew said for the umpteenth time, which gained a slightly irritated nod from Peter.

"Today. Seven PM. Oscorp. Meeting with Doctor Otto Octavius. Thirty minutes." He said, listing off each item with another short nod.

"Watch out, Agent Drew, he's getting snippy with you," Hardy said with a dry smirk. "You sure you won't start acting like you did with Ward?"

God, why did that tone sound so familiar? Hardy's tone and voice had been bugging him for the past week. Something about it rubbed him the wrong way, and he couldn't put a finger on it. It seriously bugged him.

"Ward's a stupid, backstabbing son of a bitch, I'm glad he's gone wherever he is," Drew growled, gritting her teeth. "You two seemed pretty friendly," she added defensively, glancing towards the silver-haired agent, who was, as of now, sporting a classy, formal look. Undercover clothes, just like the other two agents with Peter.

Moon cleared her throat, attempting to break the tension. "I am going to go in, like its a usual work day, and you two are going to come in with the next tour group," she said quickly. "Peter here is going to come in like he usually does, no exceptions. Stay in character," she said, giving a slight glare to each agent.

Peter pursed his lips, feeling more than just a little out of place among these three girls, but exhaled a breath of relief as he took note of the time. "I should get going," he said somewhat gratefully, pointing in the direction of the building. "I'll be in contact," he added, tapping the small microphone pinned in his shirt pocket.

-.-.-

"So, young Mr. Parker," Dr. Octavius said, folding his hands in his lap as he leaned back in his chair, "Why is it you wanted to speak to me today?"

"Well, sir, I know you've got a great reputation with your experiments in engineering and chemical sciences, and I myself have done a bit of reading on your studies," Peter said in complete honesty.

Dr. Octavius smiled with a soft nod, "I'm impressed, what are you, thirteen?" He asked curiously. "Young geniuses; that's something I like to see."

"Um, fifteen, sir; I'm turning sixteen in the fall," Peter corrected rather easily, because people guess his age wrong often. He was used to it, given his stature. "I've been considering a few jobs including chemical sciences or engineering; you've been a big part of me wanting to do just that," he admitted.

The Oscorp doctor nodded again. "Very good, very good. Ah, you must be Harry Osborn's friend then, yes? Norman has mentioned you often," he said.

Peter tipped his head for a moment, "Where is Mr. Osborn, anyways? I thought Harry had said his dad was staying in on the meeting." He fidgeted in his chair a moment, really hoping things were going according to plan right now—he didn't want to screw things up on his first mission.

Octavius waved a hand dismissively, "Would you like an ice water, Mr. Parker?" He asked, evading the question whole motioning for someone to get an assistant. "You know, I'm always looking for young interns. Perhaps in a year or so, you should send in a résumé," he suggested, leaning in towards Peter for a moment.

Peter smiled. Oh, how he wished he could say yes. "I dunno, sir, that sounds like too good of an offer," he said, glancing over his shoulder at the assistant who came in. Agent Moon. Wow.

She motioned quickly with her eyes to keep focused on Doctor Octavius, which is exactly what he did. "But I'll certainly keep it in mind," he added, taking a glass of water without looking at the undercover agent again.

She had those half-moon glasses on again.

"I do hope you keep it in mind, what, with Pym, Stark, all of those other exploratory scientific corporations," Doctor Octavius said. Oscorp is already like a second home to you, isn't it? I'm sure you would fit right in."

 _Not as much as you would hope,_ Peter thought, his brow raising externally as he took a sip of the water. "Like I said, I'll certainly keep it in mind."

The comm plugged in his ear came to life with a burst of calls from multiple people.

 _There's people down here, they were waiting for us!_

 _How did they even know? This was high-stealth, no one but the team and Director Coulson knew._

 _I—what the hell do they even have here? I can't—_

Dead.

Just silence.

"Mr. Parker?" Octavius checked, "Are you alright?" He asked. The undercover Agent Moon had beads of sweat trailing down her forehead, and her eyes darted towards the door. "Mr. Parker," he said, concern evident in his voice.

"I'm fine, I'm—I'm fine," Peter said, shaken to the core with shock and fear. Something was wrong. Quickly, he pulled out his phone and checked an imaginary text, wincing rather believably. "I'm so sorry, Doctor Octavius, something's come up. My Aunt May really needs me at home, I think something might've happened," he said, hopefully sounding sincere. "I think we'll have to cut this meeting short. It was an honor, sir," he said, quickly shaking the man's hand as he headed for the door, Moon opening it for him and slipping out just behind him.

As soon as they speed-walked out of the building, Moon tugged off her glasses and shoved them in her blazer pocket. Her eyes were frantic as they headed down into the parking garage, finding their vehicle. Moon got in the driver's seat. "What was that?" She hissed as they checked their comms—still nothing.

"No idea," Peter responded quickly. "I'm lost as you are," he admitted.

"Agents Drew and Hardy are still in there," she said, gulping nervously. "Our orders were to wait fifteen minutes, then drive, right?" She checked, losing her cool now.

Peter shook his head, "I hadn't been planning on this kind of getaway, I assumed I would be taking a bus home," he said, pursing his lips a moment. "So...I'm lost here."

The young agent took a deep, shaky breath before letting go of it slowly. "Okay. We'll wait ten minutes then, and drive if we can't find them after that. Sound good enough to be an excuse to the uppers?"

Peter nodded.

They began to count the minutes.

-.-.-

 _Fifteen minutes earlier_

"Parker's in," Agent Drew said shortly to Hardy. "Our turn."

Hardy straightened her white button up, smirking confidently. "In and out," she said, walking towards the front doors of Oscorp, heels clicking precisely. "Aren't you coming, _sis_?" She asked, rather enjoying this for Drew's reaction.

"Of course, _sis_ ," she grunted in response, tugging at the collar of her sweater. "In and out," she grumbled, heading in with the other agent.

"Two for the tour, please?" Hardy asked perkily. "Treating my sis to a tour for her birthday. Gotta be the older sister," she said, playfully elbowing the other agent, who was smiling half-convincingly.

The receptionist smiled politely, "It'll be that way," she said, pointing down the hall. "You're lucky, usually the tours aren't open for all. They're having a special this week."

"We are lucky, aren't we?" Drew said with a grin. "Thanks, _sis_ ," she said, squeezing her arm just a _bit_ tighter than necessary. But it was necessary (in her opinion), so she decided to do it. And did do it. Discussion over.

Hardy gave her a smile with an ice-cold glare, motioning for Jessica to follow her over towards the tour group. The two stayed towards the back of the group as the tour began, making sure they were inconspicuous.

...

"And here we are, the genetics labs," a tour guide said, gesturing about herself to the large hall the group has just stepped in. "You may remember us for our tests with spider genetics, but we've moved on. Much higher up now," she said with a perky nod.

Drew decided to raise her hand, wanting to look inconspicuous, and gain some information. "Miss, what about that whole Hydra thing? Wasn't there mention of Oscorp?" She asked in her most innocent tone.

The tour guide grimaced cheerily, "Oh, don't you worry, you've nothing to worry about," she said, skirting that topic rather easily. "Now, if you'll follow me, there's much more to see here at Oscorp..."

The two agents nodded to each other and slowed their paces, pulling out a pair of goggles each and untucking their white shirts to reveal them to be lab coats. Both discarded their sweaters in a nearby trash can. They headed for the locked security door and Hardy pulled out a small device that would replicate the keycard of an Oscorp worker.

"We're in," she murmured, barely audible as the two headed quickly and quietly down the hall. "My intel says this way," she said, nodding down another, darker hallway and slipping into it, pulling the door closed behind them.

"We've got them!" Someone called from down the hall as a good dozen or so soldiers emerge from the doors on either side of the girls. They discarded their goggles and lab coats, quickly going back-to-back as they readied themselves for a fight.

"There's people down here, they were waiting for us!" Hardy hissed.

"How did they even know? This was high-stealth, no one but the team and Director Coulson knew." Drew responded, gritting her teeth.

"I—what the hell do they even have here? I can't—" Hardy was immediately interrupted with a quick punch to the face. She cracked her neck as she came back off it. "Now, now, boys, don't you know it's not good to cross a black cat's path?" She said with a smirk, using a quick maneuver she'd come up with herself to knock out two of the soldiers. "Hydra," she said to Drew before punching a third in the gut and finishing him off with a kick to the jaw.

"I've fought more with less," she responded, pulling on a pair of gloves and squeezing her fists a moment. "We've got this," she said, smacking one in the chest, a quick shock of electricity spreading through his body. "Venom bites," she said, clicking her tongue slightly.

In about five minutes, the rest were out cold. "Black cat? Really?" Drew questioned as she tugged off her gloves, folding her arms as they headed for the research banks.

"Venom bites? Really?" Hardy retaliated, pursing her lips slightly, heading into the room first. "Plug these in," she tossed a drive to Drew, plugging her own into one of the data banks.

"I know what to do," she responded in a monotone, plugging in the drive. "Easy information, in and out," she repeated to herself in a quiet, breathy tone.

"Right," Hardy said, pulling the drives out, "We'd better get going. Comms are out, I'm sure Agent Moon's freaking out by now, scaring poor Peter," she said, chuckling just a tad.

-.-.-

"Good God, what took you so long?" Agent Moon exclaimed as they started their drive to the rendezvous point.

"We weren't that long," Hardy said dismissively.

"Eleven minutes," Moon said in a brittle tone, "I was going to leave in ten, but I waited."

"Cindy—" Jessica tried.

"I waited." She snapped. "You had us both scared half to death, I thought one of you had been captured, possibly both," she said, gritting her teeth.

"Well, we aren't," Hardy said, folding her arms and crossing her legs in the back seat, "How are you doing, Peter?" She asked, tilting her head as she asked.

"Uh, fine. I'm fine." No he wasn't. "Yeah, I'm good." No, he really wasn't. "Okay, I freaked out a little, but I'm good now." No, not really. He had been genuinely scared, if he had to admit it, and he was just slowing his heart rate as of now.

Drew tapped his shoulder from where she sat behind him. "I'm quite skilled in interrogation, and you're obviously not fine," she said with a light smile. "But it's okay. None of us are fine," she added, leaning back again in her own seat.

"Speak for yourself, I'm livid," Moon said, shoulders hunched forward as she drove, "You be lucky I'm the calmest person here."

All three passengers raised an eyebrow at the mention of "calm," and silently prayed they wouldn't get into an accident tonight.

"Well, at least comms are back up," Hardy said, twisting the little device in her ear as they continued their drive towards the rendezvous.

 **-.-.-**

 **Never let Cindy Moon drive angry. Just don't.**


	6. You Got A Suit? Then Suit Up

**Chapter Six - You Got A Suit? Then Suit Up**

"You got the information you needed?" Hill said formally as the team headed back to the base, earning four nods in return. "Good. Drew, Moon, you two download the information and destroy the drives afterwards," she ordered. The two agents headed to the computers to do as she said.

"Parker, Hardy," she continued, the first having just turned around to find his ride back home, "You two will stay for the briefing for the next phase of the mission."

"I thought that was it," Peter admitted, sticking his hands in his pockets and rocking on his toes a few times. "There's more?"

Hill nodded. "We need the remaining experiments destroyed before they can do anything else. We don't want anyone else hurt," she stated.

"Hurt? Who's been hurt?" Peter asked curiously, worry tinting his tone.

"If I may, ma'am," Hardy interjected, "Oscorp was another supplier to Centipede. They helped Cybertek more than we wish they would've," she explained before directing her next question at Peter: "And wondering why Dr. Connors wasn't available to meet earlier tonight?" She asked, a small smirk tugging at her lips. Peter shook his head in response and she answered, "Mishap with his lizard tests. You don't want to know."

Well, he really kinda did, but decided to wait for the information until it was critical. "So what's the next phase, then? Phase Two?" He asked.

"Full infiltration," Hill said, clasping her hands behind her back, "Hardy, take Parker to the break room and gather Drew and Moon. I need to make a few calls."

-.-.-

"Surprised there's a break room in a bunker like this?" Hardy asked, sprawling on a small couch, "There's plenty of room. Grab a soda and take a seat," she said, nodding toward the fridge.

Minutes later, the four agents were seated around a table, a little more relaxed than when they last they met. Moon was sipping on a Sprite, while Peter's Coke sat in front of him, barely touched.

"I think we all need to get to know each other a bit better," Hardy suggested, a small smile tugging at the corners of her mouth, "Might make team interactions less...stiff..."

Drew didn't seem completely up for it, but perhaps it was just the company. Moon shrugged, sending a curious glance to Peter, who shrugged in turn.

"Well, we're all talkative, aren't we?" Hardy said dryly, clapping her hands together. "There's a few games; The coffee table's got a few digital versions," she said, swiping a finger across the table's glass top to reveal a few game choices. "We're all knowledgable on Sorry, aren't we?" She checked, pulling up the virtual components of the game.

They started the game, and at first, Peter wasn't sure what this would accomplish. Drew and Hardy were playing hard at each other, while Moon laid low, and Peter just tried to keep his own pieces safe. But soon enough, things started happening, and they got a little less...stiff.

"That was the third time, Cindy!" Drew said with a slight laugh, her more relaxed side beginning to show. "Come on, that piece just wants to go home," she joked, moving the same piece back to start for the third time in ten minutes, while Moon just sat there with a pleasant little grin.

Meanwhile, Hardy's pieces were surrounding one each of Peter's and Drew's, the latter being taken back first, "Sorry," she drawled jokingly, her smirk playful as she watched Drew move another piece back.

Peter got one piece in home, but the other three were out and vulnerable. Drew took one the next turn, and Hardy the one after that. His last piece was so close, yet so far.

Eventually, he was the one to win, with Moon coming in second. Drew was third, just pleased enough to have beaten Hardy, when they scattered the pieces to end the game.

"That was surprisingly...not awkward," Peter admitted, smiling a bit.

"I knew it would work," Hardy said with a triumphant little smirk. "We aren't all going to go at each other's necks now, are we?" She joked, arching her brow.

"No, I think that's more of a Tuesday job," Drew quipped, leaning back in her chair. "So, Peter, Spider-Man. We've seen you in action, yeah, but what's your specialty?" She asked, tilting her head.

The teen shrugged. "Well, I guess agility? Not getting caught, well usually?" He said. "I mean, I never really considered it. I'm on the smaller side, so I guess I've got that," he supplied. "What about you guys?"

"Felicia's the distraction, I guess," Moon said. "She's got a way of really distracting you, then _BAM_ , you're out cold," she said, adding a gesture for good measure.

"Jessica here is the interrogator," Felicia said, pointing at the woman in mention. "She'll know you're lying right when you open your mouth," she explained. Peter couldn't help but notice a smugness in her tone, almost as if she was up to something.

"Cindy's got an eidetic memory, really helps on the field," Jessica added. "That webbing of hers is helpful too; I'm sure you of all people would understand that," she said, nodding at Peter, "But she's really got to watch that mouth of hers. You wouldn't like her when she's angry," she teased, stifling a laugh.

Cindy rolled her eyes, shaking her head in exasperation, "That happened once. Just once, and we didn't even get in that much trouble."

"You were on probation for a month," Felicia said with her own hint of a chuckle, "And Jess and I had to continue without you!"

The Asian-American shrugged, as if accepting the fact that she'd screwed up, but didn't mind much, and crossed her legs with a hint of a smile as she turned her gaze on Peter. "So, did you get those dispensers fixed up?"

Peter nodded, running a hand through his hair as he spoke. "Yeah, they're better than ever. Easier to replace the cartridges, less prone to jamming, and easier to know when running low," he said, shrugging as he explained it all. "The tech here is _amazing_."

The three agents smiled a bit at that, before Felicia tucked a strand of hair behind her ear. "We're all glad you enjoy it, just make sure that stuff doesn't get into the wrong hands," she warned with a wagging finger. "You might—"

"Alright team, to the docking station. The Bus will be here any minute," Hill's voice said over the speakers, and the four agents groaned, disappointed to see their free time cut off so soon.

-.-.-

"Wow," Peter whistled, looking at the team that got off of the Bus.

There were Coulson, Fitz, and Skye, that he knew, and then many more. An Asian-American woman that looked familiar, a strong-looking man with dark skin, a smaller—still strong-looking—man with dark skin, and a few others still coming out of the transport.

"We need a bigger team for this one," Hill explained, advancing toward Coulson to exchange a few words while the two teams began to mingle more.

The Asian-American was Melinda May, known as the Cavalry to some for unknown reasons, the bigger guy was Mack, and the smaller was Trip. Those with the aforementioned names were all of Coulson's team, which was one of the last actual teams remaining thanks to HYDRA, besides Hill's team here and a few others scattered about.

"Spider-Man, you're smaller than you look on screen," Trip commented, extending a hand in greeting.

"Yeah, I get that a lot," Peter said a bit sheepishly, returning the hand, nodding to the agent as he continued to chat to the others.

Peter then headed towards the Scottish agent, who was keeping his distance from most of the others. "Hey, Fitz," he greeted kindly, the agent in question looking up in slight surprise, before giving a half-hearted smile in return. "Hey, I fixed up those dispensers, maybe after the mission, I could finally show you that explanation of them?" He offered.

"Y-yeah, that would be...that would be good, yeah," Fitz said hesitantly, nodding in return. "I um, you—are you uh, you know..." He trailed off a moment, trying to get the words out, "Are you part of the uh, the...the..." He snapped his fingers, "the...the field mission?" He said, eyes widening a fraction when he finally managed to get the sentence out.

Peter nodded. "New suit and everything, I think I might actually be a SHIELD agent soon," he said with a small grin. "What about you? Are you coming with us?"

Fitz opened his mouth to speak, but a deep voice from behind interrupted. "Nah, Turbo and I are gonna stick around on the Bus; make sure everyone's staying in contact and no one gets lost, right?" He said, coming up on the engineer's right and clapping his shoulder. "Ah, Peter Parker," he said, noticing the young figure talking to Fitz, "It's good to meet you."

Peter nodded, a small smile on his lips, "And you, Mack," he said, before turning to Fitz again. "Hey, that's gonna be great. We need someone keeping us all updated like that," he encouraged him carefully, knowing what Skye and Coulson had mentioned that first night on the helicopter.

Fitz gave a small smile of thanks, before gazing over Peter's shoulder again. "I think, I think they're loading up," he mentioned quietly, "You might want to um, might want to...to..."

"To go with your team. Get ready," Mack supplied, squeezing Fitz's shoulder lightly, "Fitz and I got a lot to set up ourselves. Good luck," he added.

Peter nodded, giving a last wave to the pair, before heading on towards his team and the Bus.

"Surprise," Jessica said with a faint smile, holding up a black jacket and pants, along with fingerless gloves. "Hill thought you might need this, your first real mission and all—that first one didn't really count," she said, her smile growing a tad.

Peter took the outfit. "That's awesome," he said with a small chuckle, "Now I really feel like a part of the team," he added, his grin a faint smirk as he made the comment.

"Be out in five," Jessica said, heading up the staircase of the Bus, her own suit in hand.

-.-.-

The suit was amazing, to say the least. It was very flexible and light, while still feeling like it was actually protecting him. His favorite part was the boot, probably, because after a quick test on the walls of the little dorm he'd claimed for the five minutes, he'd discovered something on the bottoms of the boots transferred the way he climbed walls from foot to boot, making the climbing safer, and easier.

He locked his dispensers into the wrist holsters on the jacket, zipping it up to his neck and pulling on the night vision goggles he'd been given, not switching them on quite yet, but leaving them in their normal translucent state. He thwipped a quick web at the button that opened the door, finding the precision to be just as good as before, if not better.

Exiting the room, he found the rest of the two teams suited up as well, and took a quick inventory. Coulson's team was in regulation black uniform, as were Hill and Felicia, while Cindy and Jessica had custom-looking suits as well. Jess's was a dark red with black sleeves, yellow-tinted goggles on her face and web-patterned gloves with nodes on them on her hands. Cindy had a mainly black suit with a white webbing pattern over her torso, wrapping like a belt at the hips, boots like his, and a red metallic mask that covered her nose and mouth entirely.

"Well, now that we're all ready," Coulson said, stepping forward, "I believe Agent Hill will brief you all," he said, giving the floor to the other agent, who stepped up accordingly.

"Alright," she said to start, "There will be three teams. You will stick with your team, do not disperse unless absolutely necessary," she said firmly, folding her hands in front of her as she spoke. "Trip, Moon, May, and Skye will be the first team, and first to get into OSCORP. Your job is to clear a path for the rest of the agents, and keep that path clear," she instructed.

"Hardy, Drew, and Parker," she continued, eyeing each as she spoke, "You are the second team. Wait for team one's confirmation, then head in. Make sure everything is as it's supposed to be, and begin crating as many of the experiments as you can out of there. The third team, which is anyone not yet named, will be there to assist you in removing the equipment and data from the premises."

"And if we get split up?" Peter asked cautiously.

Hill looked at him, eyes set, "Hope for dear life you aren't captured," she said simply and determinedly.

Great.

 **-.-.-**

 **The action begins next chapter! Stay tuned :) Don't forget to review!**


	7. Infiltration: 'Nuff Said!

**Chapter Seven - Infiltration** — **'Nuff Said!**

"Team one, go," Hill spoke into her communicator, her voice passing to at least a dozen SHIELD agents (and Peter) immediately.

Agents Cindy Moon, Antoine Triplett, Melinda May, and Skye all made their way towards the back alleys of Oscorp. Shielded by the dark of night, they kept in a steady line as they moved on towards the entrances. Entrances they would make on their own.

Hidden behind storage crates, they awaited the entrance of one of the workers, Moon paying severely close attention as one approached the locked door. She watched his every keystroke, nodding as soon as the door shut. "I got it," she whispered, leading the group towards the door. Her fingers matched the movements of the earlier worker, down to every last stroke, and soon the door beeped open. She headed in, Skye staying for last by the door, slipping a device on the lock for the next team and activating it.

The halls were dark, and they intended them to stay that way. A few guards were scattered here and there, but May took them out silently with no problem. Trip, meanwhile, left a digital trail of breadcrumbs for the next group, not missing a beat as he padded backwards behind the group, leaving no stone unturned.

"The main storage bunker," May hissed, hand at her hip where her gun rested, ready to retaliate if needed, leaning against the wall and peering across the hall towards the door. "Two guards, minimal security. Osborn's getting cocky."

Skye and Moon nodded to each other, adjusting their gloves as they headed towards the door. "Hello, boys," Skye quipped with a light smirk, before knocking out the guy on the right while Moon landed a swift blow to the jaw to knock out the one on the left. "And goodnight," Skye added, motioning for Trip and May to follow.

Trip dusted the keypad, making sure he coated it well, and smirked. The prints showed up easily, each print indicating which digits were pressed. "We got it," he said, allowing Moon to key in the code—like a save password feature on a computer, she wouldn't forget—and let the team in.

May stayed behind to guard the door, gun out and ready.

"They've got too much time on their hands here," Skye whispered, looking around the bunker, a look of mixed surprise on her face. "How are we gonna transport all of this onto the Bus?"

"We've got more than just the Bus," Coulson's voice came on over the comms, "Don't worry. Just get everything opened and ready," he said. After a pause, he added: "Team two is on their way."

Trip nodded, looking at a few of the experiments, "I'm pretty sure this crate is just full of spider venom," he commented, looking at the label. "We should be glad they stopped testing this stuff," he added, tapping the crate with a few fingers.

-.-.-

"Would you zip up your jacket a little more?" Drew grunted to Hardy, who simply smirked playfully in return. "God, you'll get shot in the chest and die, I know it'll happen," she said, rolling her eyes, "See if I care."

"It's called a distraction," Hardy responded, heading towards the door at a brisk pace alongside her, "You'd be lucky with one, what with those golden goggles," she said, tapping the glass of the goggles Drew wore.

She simply glared at the silver-haired agent, silence laying over the three for a good few seconds.

"So, am I actually SHIELD yet, technically?" Peter asked curiously to Drew as they pressed the activator on the device on the door, opening it with ease.

Drew headed in first, electricity crackling from her gloves, "No, not yet. Patience," she said, giving him a small smirk, as if trying to push away the annoyance that was Hardy. "They sure cleared a path," she commented, stepping over the unconscious body of a guard on the floor as they made their way, following the digital breadcrumbs.

"Nice job, Trip," Hardy commented, goggles humming almost inaudibly as she watched the trail continue.

Peter paused for a moment, Spidey-Senses tingling madly. "On your left," he muttered to Drew, who gave a sharp jab of electricity to a remaining guard—except something was off about this one. "Hang on..." Peter said, examining the guy, "This isn't an OSCORP security guard, it's HYDRA," he said, frowning as he straightened up, following the other two.

"It's a HYDRA-based facility, their guards will be HYDRA," Hardy said dismissively, waving a hand as they passed Agent May. "We're here," she informed, gesturing for the others to follow in.

Drew nodded to Moon, "On my six," she said in a low growl, gloves still crackling, "Something isn't right."

Moon nodded, "Thought I sensed something nearby, something pretty big," she whispered, glancing Peter's way. "You feel it, too?"

"Now that you mention it," the teen agreed, feeling a buzzing in the background, as if something had been there the whole time. "I'll get some of the higher-up stuff," he commented, thwipping a strand up to a support beam high above, shimmying up a few feet before stationing his feet on a beam of the shelves. "We good down here?" He checked, getting nods of affirmation in response.

A few minutes passed, and by then, the third team had arrived. Crates were beginning to be moved, and Trip and Skye were heading back the way they came to help lead them on and protect those bringing experiments back. Meanwhile, Peter read crate after crate, frowning at odd words such as "venom" and "goblin," but deciding he'd seen stranger things in the news. He sent the crates down by web parachute—carefully, of course.

"Hold on, comms are down," Moon said, tapping the device in her ear, multiple others following suit and finding the same problem. "I can't hear Hill or Coulson," she whisper-yelled, a slight feeling of panic in her tone.

"We'll be fine, don't worry," Hardy said, leaning against a tower of crates. "Relax, we've got everything shipping out now, continue on," she said, her tone a little too laid back.

"Check the security systems, Parker," Drew ordered, her tone serious again. It was mission time. Peter nodded, landing soundlessly on the floor and heading out towards the main security room. He glanced back at Hardy, whose eyes were trained on him.

He found it eventually, and was surprised to find a simple laptop plugged in to everything else, static buzzing, words making it through the crackle. They were being tracked, all their comms, all sources of communication. " _Comms still down_?" That was Drew's voice.

" _Coulson and Hill will handle it_ ," Hardy's voice came in, clearer than any others he heard, or would hear.

" _That's the last of the A-Class crates_ ," Moon said. " _We've got to keep moving. There's a hell of a lot more where this came from_ ," she said determinedly.

Peter inched closer to the screen, pressing a few keys but finding nothing works. "Huh," he muttered, frowning as he looked at the screen, which is still full of static with random comments coming through the audio.

"Gotcha," a low voice grumbled, gagging him from behind, almost cutting off his air completely.

Peter tugged a few times at the arms of the big guy, coming closer to safety, and instead pointed his wrist at the man's face. A web hits the man in the eyes, giving Peter a few seconds to scramble to the opposite side of the room, near the door again.

"Gah!" The guard growled, searching around for the laptop. Peter gets there just in time, thanks to his senses.

"Uh uh, I don't think you're gonna get this," Peter said, waving the laptop in front of him cockily. "I think I'll keep this for now, what would your boss say?"

"Override code Alpha One-Six-One-Zero," the guard shouted, ripping bits of web from his visage, "All teams, engage!" He shouted into his own comm.

"Your boss says some strange stuff, then," Peter quipped, before trying to high-tail it out of there. Unluckily enough for him, the guard grabbed him again, and the fight was on.

-.-.-

"What the _hell_ is that?" Drew growled, blinded by the sudden switching on of the lights. "Dammit, Peter," she said, "If this is your fault, I will kill you," she muttered, switching off her night vision goggles and blinking the white spots away from her eyes.

"Sorry, hon, but that's not your job," a familiar voice from behind her purred. Something hits her right in a nerve, causing her to fall to the ground. "We've got plans, and I can't have you and Moon mucking them up," the voice said, adding a swift jab to the half-paralyzed Drew's head, knocking her out cold.

"Jessica!" Moon screamed as Trip slung her over his shoulder, "Jessica!" She screamed again as the team's evacuated, leaving any and all crates not already packed behind.

"Peter!" Skye shouted to the teen, motioning for him to follow as he just barely escapes the burly guard's grasp.

Peter was gasping for breath by the time they mounted the Bus again. "What just happened?" He asked between heavy breaths, looking out the window at the retreating troops below.

"HYDRA happened," May said bitterly, rolling her neck.

Skye shook her head, "That's—that's not possible, we went in with them totally blind."

"Not totally," Peter said, face falling into a hardened expression, "Somehow they'd hacked into our comms. They were tracking our every move, our every word. They knew," he said, after gulping another deep breath.

He paused, looking at the disgruntled team of agents and seeing a few people missing. "Where's...where's Jessica? Felicia?" He asked, pulling off his goggles and blinking a few times, "Are they alright?"

Cindy shook her head, eyes and nose slightly reddened as she inhaled a shaky breath. "Captured," she said, eyes hardening. "Agent Hardy knocked her clean out."

This couldn't be happening.

No, he wouldn't accept it.

"There's gotta be another answer, something else," Peter argued, searching for something that could prove his statement. "Something, anything. That's my _team_ you're talking about."

Skye entered the room again. "Sorry guys, but I think I might've just proved this all," she said, showing them the screen of her laptop. "This is an encrypted coding I found in the data folders of the Oscorp information Hill's team gathered a few days ago. Turns out its main job is to hack into communications and track everything—which they did," she explained, closing the laptop again. "Sorry kid."

The teen gritted his teeth behind closed lips, eyes hardening, "We have to get her out."

-.-.-

"Now, Agent Jessica Drew," a figure said. "There is the easy way, and there is the painful way."

"I'm not giving any information to you," she growled, wrestling with her restraints as she glared at her captors.

"Oh, but you will soon enough," the figure stated, a smirk evident in his tone of voice, "You may want to keep your eyes open for this, the pain is far worse to imagine than to watch," he said darkly, a machine whirring to life as her tabletop restraints tilted her forwards, bringing her face to face with her captor, "We have a lot to discuss."

-.-.-

"Are you sure you want to continue with this?"

"Of course, it's not like I have to pretend any more for those SHIELD agents. I want to embrace my full potential."

"The Centipede program was ended months ago, you do realize this is an out-of-date technology and serum."

"Then we'll just have people work on it, won't we?"

"Of course, ma'am. What do we put you down as?"

"Black Cat. Has a nice ring to it, don't you think?"

-.-.-

Peter's grades were tipping dramatically. There's been no response from SHIELD in almost a month, he was getting antsy. Jessica was captured, Felicia was probably HYDRA, and Cindy was absolutely out of it. Worst of all, Oscorp had begun rapid-speed testing, even holding back Harry from doing much in his spare time besides hang about his home.

 _You sure you can't come over today, man?_ Peter texted hopelessly.

 _Can't. Dad's at work. Too busy, he won't allow anyone at home._

 _Right. Well, see you at school._

 _Cya._

Peter threw the phone across the room, allowing it to land on his bed (thankfully) as he grunted in annoyance, leaning back in his chair. He tilted his head up, looking at his dirtied red hoodie and blue compression pants that hung unused on a coat hanger, while flicking his fingerless gloves at the door. He hadn't done much of anything the past month himself, besides doing mandatory school work and checking his communicator every five seconds.

Oh, and attempting to muster up enough courage to talk to that Gwen girl.

 _Ding!_

Peter didn't bother standing, and rather thwipped a quick web strand at the device—he hadn't removed his web-shooters yet—and opened the message.

 _Peter, what's up?_

 _Hey, MJ._

 _Hey. But seriously, we haven't texted in like, forever. What's up?_

 _You know Gwen?_

 _You mean that blonde Harry told me about that's in your Biology class?_

 _...does everyone know that?_

 _Pretty much :P_

 _Well, yeah. Her._

 _Good luck, whatever you're going on about, she's the police chief's daughter. Hear he's pretty protective of her, you know._

 _Gwen...Stacy?_

 _Yep._

Oh dear God. This couldn't get any worse.

He had fallen for the girl whose father had attempted to arrest him.

 **-.-.-**

 **Well, that happened. Don't forget to review! And thanks again to the lovely fictionhashijackedmymind for beta-ing :)**

 **-CC**


	8. Project Arachne

**Chapter Eight - Project Arachne**

Two months had passed.

Two months since the betrayal of Felicia, two months since the kidnapping of Jessica, and two months since Peter had been on a field mission. Or even called in. At all.

Needless to say, a lot had happened in two months.

-.-.-

"I can't do it anymore," Cindy admitted, her voice breaking as she expelled a shaky breath. "Please, send Simmons, Morse, anyone else—hell, call in Peter—I just...can't..." She trailed off, her gaze turning downwards towards fingers that tugged at the hem of a flannel.

Hill leaned back in her seat, thinking over the options. "Agent Simmons is working a job for Coulson, Agent Morse has her own duties," she stated, giving a glance towards the shaken agent, "and we all know Parker couldn't fool any of them for a second. We need you," she pressed, "Jessica would want it that way."

"But she isn't Jessica anymore, dammit!" Cindy exclaimed through gritted teeth. "They've twisted her, tested on her. . ." she said, her tone measured but on the edge of breaking again. "From what I've seen, there's nothing left of her humanity," she continued. "Project Arachne, they called her. Not even a person anymore: A project."

Hill was silent a moment, choosing her words carefully. "And that's why we need you there—soon enough we'll encounter her, and when we do, we'll need you there to tether us down. We need you— _she_ needs you," the agent said in a quieter tone, each word filled with impact.

Cindy looked up a moment, her eyes reddened and swollen, lips pressed into a thin line as she formulated how to respond. "Then it looks like we're all screwed," she whispered, turning for the door and not looking back.

"Agent Moon—Cindy," Hill said, standing up abruptly, causing the younger agent to pause for a moment. As the team's leader opened her mouth to continue, something on her computer beeped, and she gave a moment's glance towards it. "Oh God," she whispered, eyes falling towards the screen, before flicking back to the young agent, who had turned around towards her again.

"God, no, they can't—this isn't good," Hill continued, fingers tapping madly on the keyboard, racing to find more information on the report.

Cindy dashed back to the desk, gaze hardened, but a flash of worry grazing her eyes as she saw what the report was: _Unnamed Female Assassin Leads Hydra Troops into Discovered SHIELD Facility._

"It's begun," Hill muttered, a sigh stopping short of escaping her lips. "Alert the team," she said, not even giving the young agent a glance—she would know what to do.

-.-.-

 _A week earlier, Midtown High School_

"So, you know, I was um, thinking that maybe—only if you want to, and uh, and if your father's alright with it—maybe uh, next week, to uh, to celebrate freshmen year being over, we could uh—I was just thinking, maybe um—"

"I like movies," Gwen said, helping the poor guy with his words, "I'll buy the popcorn."

Peter blanked for a moment. Was that a yes? "Uh...right, yeah, movie. Uh—when?"

"Monday, 6:15. How To Train Your Dragon 2 will be out. Sound good?" She asked, her curls bouncing slightly when she tipped her head to the side in question.

He nodded, a small and somewhat goofy grin on his face. "Uh—yeah. Yes. I'll, uh, I'll see you then," he managed to say.

Her face lit up with a grin—God, he loved it—and she turned back towards her car, where her little brother was laying it on the horn rather loudly. "I'm coming, don't kill the horn!" She shouted, waving a hand in the air.

Meanwhile, Peter was just standing there, a dreamy grin stuck on his lips as he watched her go. He sighed giddily as he realized he had a date with _Gwen Stacy._

He just hoped her father wouldn't arrest his sorry, scrawny, Spidey-butt first.

 _Present Time_

"Could it wait? Like two and a half hours, to be exact?" Peter grunted into his comm, which had surprisingly been activated just moments before. "Maybe three?"

"Get your ass over here now, Parker, haven't you seen the news?" Cindy said quickly and sharply—she seemed a lot more on edge than usual, but then again, it had been two months since they'd last conversed.

 _The news? What news?_ "Well, finals and all—I've been trying to keep my mind off it," he said with a slight grimace. "Why, what's in the news?"

She said nothing, but rather held up a tablet, showing the digital headline _Unnamed Female Assassin Leads Hydra Troops into Discovered SHIELD Facility._

Oh, _that_ news.

He was silenced by the headline, eyes frozen in shock as he remembered watching Jessica being kidnapped, hearing Felicia just up and betray them with no second thoughts. . .Seeing Cindy break in the process. He'd tried not to think about it, but now everything came back with the speed of a hurricane.

"I'll...I'll call Gwen..." He said half-heartedly, picking up his phone. "I'll be there in ten."

"No need, we've got someone picking you up right now."

"Can't I call Gwen first?"

" _Right now_ ," Cindy repeated harshly, then hanging up abruptly, leaving the comm blank.

"Right..." Peter sighed, opening up iMessage and sending a quick text her way:

 _I can't make it tonight, so sorry. Stupid work called me in, so I gotta fill in for another person. No other choice. Rain check, mkay?_

He hit send, wincing as he did so. He felt awful—absolutely terrible, and there was nothing he could do about it. He saw her typing a response, and it broke him to see it.

 _K._

He knew girls hated "K" with a fiery passion, so being on the receiving end wasn't much better. That "K" was a lot more than just a response, he knew the "K" was basically her disappointment shoved into one letter.

And as he sat in the back seat of the small, black car, he felt awful.

Of course, he should've checked the car a little more thoroughly before entering it, but it was too late now.

"Miss me, hon?" A familiar voice said from the driver's seat, "Because I know a certain someone's definitely missed you."

-.-.-

 _Forty-five days earlier, Unknown Location_

"Now, Miss Drew, you've proven to be quite the problem," the tall man said, as if reprimanding a disobedient puppy, or perhaps a child that had drawn on the walls.

Jessica spat at his feet, glaring at him as she hung near-limp against the cuffs that held her from lunging at him and strangling him unconscious. "I still don't know what the hell you want with me, but you aren't getting anything out of me," she said, chest heaving.

The man clicked his tongue in a reprimanding manner, "Miss Drew, you must have realized by now what exactly we want with you—you've lasted longer than any other subjects," he explained in a manner akin to a sought-after achievement. "And you must know that in all reality, discovery requires experimentation," he added, glancing at her over the tops of his glasses.

Jessica pursed her lips, a good slough of comebacks bubbling up in her mind, but she bit them back, refraining from making the situation any worse. "At least the food's good. I think yesterday I saw someone with a BLT. You really treat us well, don't you?" She said sarcastically, deciding she didn't have much else to lose. She wasn't going to break.

This earned a cold, clear chuckle from the doctor. "Ah, what a sense of humor. Such a shame that will be wiped out soon enough," he said, nodding towards the one-way window, which was a mirror from this perspective.

The agent tugged at the cuffs a little more quickly now—she knew what kinds of experiments they did around here, or at least the caliber of them. "What good will wiping me do? You won't get any information from me," she grunted, still struggling.

"Directly from you? No, we won't," he said dismissively, "But _because_ of you? Oh, we'll have much to discuss," he said, lips curling ever so slightly into a cold smirk.

Her heartbeat quickened, and so did the heart monitor's beeping—a fast-paced soundtrack of clicks and beeps to serenade her into oblivion. She watched as the machines above her slowly lowered towards her head, blocking out the dim lights as they fell over her vision. "You'll get nothing from me," she gasped, before a few of what felt like needles pricked into her arms and legs, and a chilling sensation spread throughout her body as the machines around her whirred to life.

"Quite the contrary, Miss Drew, you will prove to be quite cooperative soon enough," the hazy voice seemed to whisper, although it was probably just her senses slowly dulling as whatever had been in that serum took hold.

For a moment, there was nothing but the buzz of faint electricity, the final breath of the subject, and the beep of her heart slowing down to near-critical levels.

And then came her cry. It echoed in the small, mainly concrete room, and her figure thrashed violently as messages clashed in her mind, blocking out some and enhancing others, rewriting everything. Her fists clenched as she slowly stopped struggling, shallow breaths racking her figure as a silence lulls over the room again, pressing down upon the heavy atmosphere of the room. Soon enough she relaxed, and the table slowly became perpendicular to the floor, machines revealing the calm face of Jessica Drew—although the calm was anything but—eyes closed, nothing moving.

The doctor took in a sharp breath, holding up a hand to the subtle chatter he could hear just outside the room, eyes not wavering from the young woman's figure.

Her eyes darted under her lids, and the doctor exhaled in relief. It had been a success.

"We must alert Strucker," he said in a soft tone to the Hydra scientist that entered moments later. "Project 6, subject 16 is a success."

-.-.-

 _Present Time_

 _"We've got plans, can't have you and Moon mucking them up_ — _"_

 _"Jessica!"_

 _"SHIELD's been compromised, ma'am_ — _"_

 _"Peter Parker_ — _Spider-Man_ — _"_

 _"The pain is far worse to imagine_ — _"_

 _Arachne._

Who was that?

 _Arachne._

Was that her name?

 _Arachne._

It had to be, everything else was so fuzzy.

 _You owe it to Hydra._

Owe it to who? For what?

 _SHIELD tried to kill you; they experimented on you. Made you what you once were_ — _nothing more than a freak, too evolved from your original status._

What was her original status, then?

 _The powers of a spider. Retained from your origins. You must use them to repay your debt to us at Hydra. We saved you._

What was Hydra?

 _Those to which you owe your life._

Silence.

What did she have to do?

 _Wake up._

-.-.-

 _Three hours earlier, HYDRA Facilities_

Where was he? He must have been knocked out while in the car. But...why?

 _"Miss me, hon?"_

Right. That's why.

Peter struggled against restraints, trying to get a better feel for wherever the heck he was, but his struggling was of no avail. His breathing quickened as he began to panic, turning his head left and right to try and find some way out. And the main question running through his head?

Where was he?

"Panicking really doesn't suit you, hon," a voice said from the shadows of the other half of the room, and Peter's gaze turned sharply towards it.

His Spidey senses weren't tingling, which confused him. Wasn't he in direct danger? Shouldn't something be happening? Anything?

"We dulled your senses, didn't you notice?" She added, as if this was quite amusing to her.

Hadn't he noticed? In the dim room, he hadn't really realized until now that everything seemed duller—more akin to a normal human being's senses, it seemed. His breathing continued to race as he blinked multiple times, squinting into the darkness. For the time being, he needed glasses again.

"Relax, it's only temporary," she said simply, a chair creaking as she stood up and revealed herself—Felicia Hardy, ex-SHIELD agent. "You'll be back to your twerpy crime-fighting self again in no time, although I doubt you'll be excited for that," she said, her lip curling into an amused smirk. She knew something he didn't, didn't she?

"What do you want from me?" Peter asked, glaring at her as he pulled at the restraints again (there really was no use, he wasn't going to get out).

"It's not what _I_ want, it's what Hydra needs," she said, folding her arms, exposing the now-replaced Hydra patch on her shoulder. "And that? You'll find out soon enough," she said, giving him a little wave as she headed for the door. She turns around again, smirking as shes says, "Oh, and Jessica will be _so_ happy to see you." She winks before smiling mischievously and promptly shutting the door with a slam, leaving Peter alone and very, _very_ worried.

 **-.-.-**

 **Did I just leave you on about fifty million cliffhangers? Oops.**


End file.
